Publication of Circular

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR JAPAN OR TO ANY US PERSONS

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES MENTIONED HEREIN IN ANY JURISDICTION, INCLUDING (WITHOUT LIMITATION) THE UNITED STATES, JAPAN, THE REPUBLIC OF ITALY OR AUSTRALIA

Royal Bank of Scotland Group PLC - Publication of Circular

12 April 2010

The Royal Bank of Scotland Group plc - Publication of Circular

Further to the announcements on 25 March 2010 and 6 April 2010 regarding The Royal Bank of Scotland Group plc's ("RBSG"), Upper Tier 2 Exchange Offers and Tier 1 Tender Offers, RBSG today announces that a circular (the "Circular") regarding this matter has been approved by the UK Listing Authority. 

The Circular and notices convening a General Meeting and Separate General Meetings of the holders of shares in the class of £200,000,000 7.387 per cent. Convertible Non-Cumulative Preference Shares Series 1 of £0.01 each in the capital of the Company (the "7.387 per cent. Preference Shares") and the holders of shares in the class of €1,300,000,000 7.0916 per cent. Non-Cumulative Euro Preference Shares Series 3 of €0.01 each in the capital of the Company (the "7.0916 per cent. Preference Shares") on 28 April 2010 (the "Notices") are being posted to shareholders. There are three resolutions (i) to approve and authorise the off-market purchases of US Preference Shares and Non-US Preference Shares; (ii) to approve the amendment to the company's Articles of Association in order to remove the restrictions on the purchase price of the 7.387 per cent. Preference Shares; and (iii) to approve the amendment to the company's Articles of Association in order to remove the restrictions on the purchase price of the 7.0916 per cent. Preference Shares. Resolutions (ii) and (iii) at the General Meeting will need to be sanctioned by the holders of the 7.387 per cent. Preference Shares and the 7.0916 per cent. Preference Shares respectively at the Separate General Meetings.

The Notices are available, and the Circular is available to persons located outside of the United States and Japan, on the RBSG website (http://www.rbs.com). The Notices and the Circular are also available for inspection during normal London business hours at the UK Listing Authority's Document Viewing Facility, situated at:

Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS

For further information, please contact:

Emete Hassan Head of Debt Investor Relations TEL: +44 (0) 20 7672 1758